BOFA Americas, Inc. – Terms & Conditions of Sale & Warranty Statement
T&Cs published: 20/12/2021
The terms and conditions of sale contained herein, shall apply to all quotations made, to all contracts entered into and sales orders between BOFA Americas, Inc. (“BAI”) and said buyer for the sale of any manufactured product, components, spare parts and any services collectively (“products”).
1. Acceptance of Order
All purchase orders must be submitted via e-mail or fax. Acceptance will be via return e-mail or fax by BAI and no term or condition contained in any purchase order that varies from, or conflicts with, any of these terms and conditions shall become part of any contract for the sale of products unless such term or condition is expressly accepted in writing by a BAI authorized representative.
2. Shipping Terms
All shipments are pursuant to terms agreed upon in advance by said buyer and BAI. Shipping arrangements will be considered ex-works BOFA Americas (Staunton, Illinois) or BOFA International (Poole, England) and must be agreed upon prior to shipment. BAI will make every effort to ship orders complete but reserves the right to make partial shipments at its discretion in the best interest of the customer.
3. Termination for Cause
In the event the order is terminated for cause by BAI for buyer’s breach of these terms, BAI shall have no further liability to buyer and BAI shall not be liable for any costs of cancellation, special, incidental or consequential damages (including punitive or exemplary damages) for any cause or of any nature whatsoever and such cancellation shall be in addition to any other rights and remedies of BAI under this order or at law. Further, BAI reserves the right to cancel this order or any portion thereof without liability if buyer fails to make payment as required by the terms of this order or if buyer is adjudicated bankrupt, files a petition in bankruptcy, makes an assignment for the benefit of creditors or if action under any law for the relief of debtors is taken.
4. Termination for Convenience
Buyer may cancel orders only upon reasonable advance written notice, e-mail notice or telephonic communication with BAI. For cancellation of special orders, buyer may incur charges for any associated purchases for the original order. Equipment that has been shipped will include a re-stocking fee of 25% which will be charged to the buyer. BAI determines such termination charges shall be final and conclusive.
Equipment which has been unpackaged, used or modified is not eligible for return. Equipment which is 30 days past the original ship date is also not eligible for return.
5. Payment Terms
Payment in advance via wire transfer, charge card or company check is required unless an open account with terms has been established with our accounting department.
Payment of all invoices to buyer shall be in US Dollars and are due thirty (30) days from the date of invoice. A late charge, of the lesser of 1.5% per month or the maximum amount permitted by law shall be assessed on all overdue payments. Buyer hereby waives any right of set-off against payments due for products.
Exceptions will apply if a written agreement is in place between the buyer and BAI.
6. Proprietary Rights & License
BAI will retain all rights, title and interest in and to any data, software programs, tools, specifications, templates, scripts, ideas, concepts, inventions, works of authorship, products, know-how, processes, and techniques used or developed by BAI or its employees or subcontractors in connection with performing and delivering products hereunder. For the products provided to buyer pursuant to these terms and conditions for which buyer has paid BAI all amounts owed, BAI hereby grants to buyer a non-exclusive, royalty-free, perpetual license to use and display such products solely for its own internal business purposes. buyer agrees that BAI retains proprietary rights in and to all products specifications, designs, engineering details, discoveries, inventions, patents, copyrights, trademarks, trade secrets and other proprietary rights relating to the products.
7. Export Compliance
Buyer acknowledges that the products shipped by BAI are subject to the U.S. Commerce and/or State Department Export Regulations under the laws and regulations of the United States and of other countries as applicable. Buyer agrees to comply with all laws and regulations governing the use, export, re-export, and transfer of the BAI products and the technology embodied therein. Buyer and BAI each agree to provide to the other such information and assistance as may reasonably be required in connection with securing the necessary authorizations or licenses, and to take timely action to obtain any required authorizations or licenses. Buyer agrees to indemnify and hold BAI harmless from any liability arising from the failure of buyer to comply with all such laws and regulations.
8. Products Covered and duration of Warranty
This Limited Warranty of BAI applies to fume extraction systems manufactured or distributed by BOFA Americas, Inc. or BOFA International LTD.
The term “fume extraction system” constitutes a BOFA product and includes its features, upgrades and options.
The product purchased shall be warranted from defects in material and workmanship for the length of two (2) years from the BOFA Americas, Inc. or BOFA International LTD. shipping date.
Additional repair parts will carry a warranty period of one (1) year from the shipping date.
9. Terms of the Warranty
BAI warrants that the product you have purchased from BOFA or a BAI authorized Distributor / OEM / Integrator is free from defects in materials and workmanship under normal use during the warranty period.
The Limited Warranty period begins on the day of shipment from BOFA Americas, Inc or BOFA International LTD. The Limited Warranty extends only to the original end-user purchaser, distributor, OEM or Integrator.
This Limited Warranty is not transferable to anyone who subsequently purchases the product from the original end-user. This Limited Warranty excludes all expendable parts and consumables.
During the warranty period, BAI will repair or replace parts deemed to be defective during inspection.
BAI reserves the right to determine whether the product is to be repaired at our facility or at the end-user’s place of business. If BAI determines that repair of the warranty unit to be excessive then we will exchange the defective model for a new one. These remedies shall be buyer’s exclusive remedy and BOFA’s sole obligation for any breach of warranty or non-conformance of any kind. No failure to exercise or partial exercise of any rights or remedy limitations operates or may be construed as a waiver thereof and does not preclude any other or further exercise of such rights or remedy limitations.
This Limited Warranty extends only to products purchased from BAI or an authorized distributor / OEM / integrator. This Limited Warranty does not extend to any product that has been damaged or rendered defective as a result of accident or abuse.
The Limited Warranty does not extend to any product failure as a result of an act of God or by operation of the extractor outside the normal usage parameters.
This Limited Warranty does not extend to any product that fails due to the use of parts not manufactured or sold by BAI or the unauthorized modification of the product by anyone other than BOFA or an authorized distributor / OEM / integrator.
EXCEPT FOR THE WARRANTY SET FORTH HEREIN, BAI MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCT, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
During the term, BAI shall secure and maintain, at its own expense, by insurance companies rated A-VII or better by A.M. Best, at least the following insurance coverage: commercial general liability insurance, including the following matters: (a) premises-operations, products and completed operations, and contractual liability providing coverage limits of at least $1,000,000 per occurrence; (b) statutory worker’s compensation insurance; (c) employer’s liability insurance of at least $1,000,000 per occurrence; and (d) automobile public liability insurance of at least $1,000,000 per occurrence. Upon request, BAI will provide buyer with insurance certificate(s) confirming BAI’s compliance with these insurance requirements. Buyer further agrees to waive all rights of subrogation that would otherwise be available to its insurers, regardless of the theory of recovery, relating in any way to the design, testing, manufacture, sale or installation of any goods, any components, or any related services.
11. Choice of Law
The validity, performance, and all matters arising from or relating to the interpretation of this agreement and the sale of products made hereunder shall be governed by the laws of the state of Delaware. Any litigation, arbitration, mediation or other dispute shall be brought and decided exclusively in the state or federal courts located in the State of Delaware. Buyer and BAI hereby agree to submit to the personal jurisdiction of such courts for these matters.
BAI will indemnify and defend buyer against third-party claims, losses or demands for property damage, regardless of whether the claim, loss or demand arises under tort, contract, strict liability, or other legal theories, if and to the extent caused by BAI’s breach of warranty or grossly negligent acts or omissions in its performance under the order. This obligation to indemnify and defend buyer shall not apply to the extent that the claim, loss or damage results from or is related to: (a) buyer’s requirements, specification of design or materials; (b) any alteration or improper repair, maintenance, handling, application or installation of the products; (c) the integration or interaction of the products with systems or components not supplied by BAI; or (d) buyer’s own negligence or willful misconduct.
13. Limitation of Remedy
BAI’s liability under or in connection with the agreement, and the products and/or services sold or provided to buyer or its agents and subcontractors, shall be limited to one times the price of the products ordered during the preceding calendar year, whether such liability arises in contract (including under any indemnity), tort (including negligence), equity, under statute, regulation or otherwise. IN NO EVENT SHALL BAI OR ITS REPRESENTATIVES BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, LIQUIDATED, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE OR OTHER ECONOMIC LOSS, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT IT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. THIS LIMITATION SHALL NOT APPLY TO CLAIMS FOR PERSONAL INJURY OR DEATH ARISING FROM BAI’s GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
14. Warranty Return Information
For repair or replacement during the warranty period, you will need a Return Goods Authorization (RGA) number before you can return the item.
Please contact BOFA Americas, Inc. or one of our authorized distributors to request an RGA number for all returns.
The defective item needs to be packaged in the original shipping container and shipped to BOFA Americas, Inc. or your authorized distributor.
A reference of your RGA number must appear on the outside of the shipping container.
BOFA Americas, Inc. is not responsible for any loss or damages incurred in shipping.
All shipping and insurances need to be pre-paid by the sender or arrangements pre-approved by BOFA before shipment. Warranty work is subject to a pre-inspection upon receipt by BOFA Americas, Inc to determine that an extractor meets BOFA Americas, Inc. warranty guidelines.
BOFA Americas, Inc
303 S. Madison Street
Staunton, Illinois 62088
Office: (618) 205-5007
Fax: (866) 707-2632